Spouses Florante and Laarni Bautista vs. Pilar Dev’t Corporation Facts:
In 1978, petitioner spouses Florante and Laarni Bautista purchased a house and lot. To partially finance the purchase, they obtained from Apex a loan in the amount of P100,180. They executed a promissory note on December 22, 1978 obligating themselves, jointly and severally, to pay the "principal sum of P100,180 with interest rate of 12% per annum and service charge of 3%" for a period of 240 months, or twenty years, from date, in monthly installments of P1,378.83. 3 Late payments were to be charged a penalty of one and one-half per cent (1 1/2%) of the amount due. In the same promissory note, petitioners authorized Apex to "increase the rate of interest and/or service charges" without notice to them in the event that a law, Presidential Decree or any Central Bank regulation should be enacted increasing the lawful rate of interest and service charges on the loan. 4 Payment of the promissory note was secured by a second mortgage on the house and lot purchased by petitioners. The spouses failed to pay several instalments. On Sept. 20, 1982, they executed another promissory note in favour of Apex in the amount of P142K at the increased interest rate of 21% per annum with no provision for service charge but with penalty charge of 1 1/2% for late payments. Payment was to be made for a period of 196 months or 16.33 years in monthly installments o f P2,526.68, inclusive of principal and inte rest. Petitioner spous es also authorized Apex to "increase/decrease the rate of interest and/or service charges" on the note in the event any law or Central Bank regulation shall be passed increasing or decreasing the same. In Nov. 1983, they failed to pay the instalments. Dev’t. In 1987, respondent Pilar Pilar instituted against In 1984, Apex assigned the 2 nd promissory note to respondent Pilar Dev’t. petitioners a case for collection of the unpaid balance including the interest rate of 21%.
Petitioners claim that the interest rate of 12% per annum should be adjudged inasmuch as the two promissory notes constitute one transaction. Issue: WON the second PN cancelled or extinguished the obligation under the first PN. Ruling: YES Article 1292. In order that an obligation may be extinguished by another which substitute the same, it is imperative that it be so declared in unequivocal terms, or that the old and the new obligations be on every point incompatible with each other.
On the face of each page of the firs t promissory no te, the word "Cancelled" i s boldly stamped twice twi ce with the date "September 16, 1982" and a signature written in a space inside the letters of the word. The first promissory note was cancelled by the express terms of the second promissory note. To cancel is to strike out, to revoke, rescind or abandon, to terminate. In fine, the first note was revoked and terminated. Simply put, it was novated. The extinguishment of an obligation by the substitution or change of the obligation by a subsequent one which extinguishes or modifies the first is a novation. Novation is made either by changing the object or principal conditions, referred to as an objective or real novation; or by substituting the person of the debtor or subrogating a third person to the rights of the creditor, which is known as subjective or personal novation. 18 In both objective and subjective novation, a dual purpose is achieved — an obligation is extinguished and a new one is created in lieu thereof. Novation may either be express, when the new obligation declares in unequivocal terms that the old obligation is extinguished; or implied, when the new obligation is on every point incompatible with the old one. Express novation takes place when the contracting parties expressly disclose that their object in making the new contract is to extinguish the old contract, otherwise the old contract remains in force and the new contract is merely added to it, and each gives rise to an obligation still in force. 21 Novation has four (4) essential requisites: (1) the existence of a previous valid obligation; (2) the agreement of all parties to the new contract; (3) the extinguishment of the old contract; and (4) the validity of the new one. In the instant case, all four requisites have been complied with. The first promissory note was a valid and subsisting contract when petitioner spouses and Apex executed the second promissory note. The second promissory note absorbed the unpaid principal and interest of P142,326.43 in the first note which amount became the principal debt therein, payable at a higher interest rate of 21% per annum. Thus, the terms of the second promissory note provided for a higher principal, a higher interest rate, and a higher monthly amortization, all to be paid within a shorter period of 16.33 years. These changes are substantial and constitute the principal conditions of the obligation. Both parties voluntarily accepted the terms of the second note; and also in the same note, they unequivocally stipulated to extinguish the first note. Clearly, there was animus novandi , an express intention to novate. The first promissory note was cancelled and replaced by the second note. This second note became the new contract governing the parties' obligations.
[The Court ordered the imposition of 21% interest rate per annum in light of the CB Circulars which fixed the effective interest rate for secured loan transactions with maturities of more than 730 days, i .e., two (2) years, at 21% per annum.]
